- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * POTTER JAMES	2. Issuer Name and Ticker or Trading Symbol DEL MONTE FOODS CO [ DLM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) SVP, Gen Counsel & Sec
(Last)          (First)          (Middle) DEL MONTE CORPORATION, ONE MARKET @ THE LANDMARK	3. Date of Earliest Transaction (MM/DD/YYYY) 9/23/2010
(Street) SAN FRANCISCO, CA 94105 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01, Par Value	9/23/2010		A		6700   (1)	A	$0   (2)	87611   (3)	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share	$0   (4)	9/23/2010		A		22350   (5)		(6)	(7)	Common Stock, $0.01, Par Value	22350	$0	78450   (8)	D
Stock Option (right To Purchase)	$12.64	9/23/2010		A		47200		(9)	9/23/2020	Common Stock, $0.01, Par Value	47200	$0	47200	D

Explanation of Responses:
( 1)	Restricted Stock Units that vest 25% on second anniversary of grant date, 25% on third anniversary of grant date and 50% on fourth anniversary of grant date.
( 2)	This entry reflects the grant of Restricted Stock Units and accordingly the price is left blank.
( 3)	Includes 32,197.61 deferred stock units, 24,300 Performance Accelerated Restricted Stock Units (PARS) and 6,700 Restricted Stock Units (RSU).
( 4)	1 performance share unit for 1 share of common stock.
( 5)	Represents maximum number of shares of common stock which may be earned in connection with the 9/23/10 grant of performance share units. The target number of shares associated with the grant is 14,900.
( 6)	Vesting of performance share units is based on the Company's level of achievement of Relative Total Shareholder Return (RTSR) over the performance period.
( 7)	Performance share units either vest or forfeit based on the Company's level of achievement of RTSR over the performance period. Because vesting of the performance share units is tied to a performance measure that is not solely the Company's stock price (due to the impact of Company dividends and comparator group performance on RTSR), the performance share units may not currently be considered "derivative securities" under applicable rules and accordingly, to such extent, the Reporting Person may be considered to have reported these performance share units voluntarily.
( 8)	Includes performance share units previously reported voluntarily with different vesting terms.
( 9)	Options generally vest 25% per year for four (4) years beginning with the first anniversary of the transaction date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POTTER JAMES DEL MONTE CORPORATION ONE MARKET @ THE LANDMARK SAN FRANCISCO, CA 94105			SVP, Gen Counsel & Sec

Signatures
James Potter		9/27/2010
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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